4.2 Expenses and Costs. Except as otherwise agreed to by The Company in writing, Contractor shall pay all expenses reasonably incurred in connection with Contractor’s activities hereunder including, without limitation, paying all costs involved in obtaining and maintaining requisite licenses and to comply with all applicable rules and regulations of the SEC, all applicable state Departments of Securities and Insurance, and any other applicable jurisdiction or self-regulatory organization in or through which The Company, or Contractor is registered, licensed or governed; to pay all Contractor’s office expenses such as rent, utilities, staff expenses, postage expenses, leases, personal computer system, continuing education, and technology fees; to pay all expenses incurred by The Company on Contractor’s behalf by reason of the relationship of The Company with Contractor and/or the clients of Contractor, which shall include, without limitation, (i) reimbursement to T h e C o m p a n y for costs incidental to or necessarily incurred in connection with licensing Contractor or any agent, representative or employee who may be in the direct or indirect employ of Contractor or any entity controlled or operated by Contractor including, but not limited to, fingerprint costs, U-4 filing costs, registration fees which may include costs associated with errors and omission professional liability insurance (“E&O”) premiums, technology services and various practice enhancement products; The Company may require Contractor to obtain E&O coverage outside of The Company policy if The Company is unable to obtain E&O coverage and (ii) any amounts owed by Contractor pursuant to Sections 5 and 6 Indemnification and Set Off Right/Holdback hereof.
4.3 Exclusive Relationship. During the term of this Agreement, Contractor shall not be interested directly or indirectly, in any manner, as partner, officer, director, shareholder, investment adviser representative, subcontractor, or in any other capacity in any other business similar to The Company's businesses or any allied trade without written permission from The Company; provided, however that nothing contained in this section shall be deemed to prevent or to limit the right of Contractor to invest any of Contractor’s money in the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, nor shall anything contained in this section be deemed to prevent Contractor from investing or limit Contractor’s right to invest Contractor’s money in real estate. Contractor’s security holdings must be reported and all of Contractor’s securities transactions must be conducted in compliance with The Company's Code of Ethics and The Company's compliance policies.
4.4 Non-Solicitation. During the term of this agreement, and for a period of 12 months after the termination of this agreement, regardless of the cause of such termination, Contractor shall not, directly or indirectly: (1) solicit, divert, employ, hire away, engage, license, lease or recruit, or attempt to solicit, divert, hire away, engage, employ, license, lease or recruit, any person who was employed by The Company at any time during the 12 months immediately preceding the termination of this agreement; or (2) contact, circularize or communicate with or solicit or participate in the solicitation of, in any manner, directly or indirectly, any person who at any time during the 12 months immediately preceding the termination of this agreement was or is, as the case may be, a client or customer of The Company. However, this Subsection 4.5 shall not apply to any clients or customers that Contractor originates and provides services to during the term of this agreement.
4.5 Conflicts. Contractor represents and warrants that the performance by Contractor of Contractor’s obligations hereunder will not, in any way, conflict with or constitute a breach or violation of any document, instrument or agreement to which Contractor is a party or by which Contractor or Contractor’s business or assets are bound.
4.6 Return of Property. Upon termination of this Agreement for any reason, Contractor shall return the originals or copies (as T h e C o m p a n y may determine in its sole discretion based on the regulatory responsibilities imposed on T h e C o m p a n y with respect to this material) of all proprietary documents, including but not limited to, marketing materials, technical analysis and white papers, client questionnaires, advisor training materials and any other materials deemed proprietary. Such records must be delivered to The Company on or prior to the termination date. If it is determined that Contractor is entitled to a copy of such records, Contractor will be responsible for any costs associated with the duplication and delivery of such records. Upon termination, The Company may require a written statement from Contractor confirming that Contractor has destroyed all aforementioned materials.